As filed with the Securities and Exchange Commission on April 1, 2002
      ---------------------------------------------------------------------

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-KSB

(Mark One)
    X          Annual Report Pursuant to Section 13 or 15(d) of the
----------           Securities Exchange Act of 1934 [Fee Required]

                  For the fiscal year ended December 31, 2001

                                       or

----------  Transition Report Pursuant to Section 13 or 15(d) of the
                Securities Exchange Act of 1934 [No Fee Required]

            For the Transition Period From ___________ to ___________

                          Commission File Number 0-9667
                           WINMILL & CO. INCORPORATED,
             (Exact name of registrant as specified in its charter)

      Delaware                                          13-1897916
(State of incorporation)                    (I.R.S. Employer Identification No.)

11 Hanover Square, New York, New York                      10005
(Address of principal executive offices)                 (Zip Code)

Registrant's telephone number, including area code:    (212) 785-0900

Securities registered pursuant to Section 12(b) of the Act:

Title of each class                    Name of each exchange on which registered
-------------------                    -----------------------------------------
      None                                                None

Securities registered pursuant to Section 12(g) of the Act:

Class A Common Stock, Par Value $.01 Per Share

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X]   No  [ ].

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-B is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part IV of this Form 10-KSB or any amendment to
this Form 10-KSB. [X]

No voting stock was held by non-affiliates of the registrant as of March 15,
2002.

The number of shares outstanding of each of the registrant's classes of common
stock, as of March 15, 2002:

Class A Non-Voting Common Stock, par value $.01 per share - 1,628,830 shares
Class B Voting Common Stock, par value $.01 per share - 20,000



<PAGE>


                                     PART I

ITEM                                                                        PAGE

   1.    Business                                                              1

   2.    Properties                                                            5

   3.    Legal Proceedings                                                     5


                                     PART II

   4.    Market for Company's Common Equity
         and Related Stockholder Matters                                       6


                                    PART III

   5.    Management's Discussion and Analysis of Financial Condition
            and Results of Operations                                          6

   6.    Changes in and Disagreements with Accountants on
            Accounting and Financial Disclosure                                8

   7.    Financial Statements and Supplementary Data                           9


                                     PART IV

   8.    Directors and Executive Officers                                     25

   9.    Executive Compensation                                               27

  10.    Security Ownership of Certain Beneficial Owners and Management       33

  11.    Certain Relationships and Related Transactions                       33


                                     PART V

  12.    Exhibits, Consolidated Financial Statements and Schedules,
            and Reports on Form 8-K                                           34
<PAGE>

                                     PART I


Item 1.    Business

Winmill & Co. Incorporated, a Delaware corporation (the "Company"), is a holding
company with five principal subsidiaries: CEF Advisers, Inc., ("CEF"), Investor
Service Center, Inc. ("ISC"), Midas Management Corporation ("MMC") and
Performance Properties, Inc. ("Performance Properties").

MMC and CEF act as investment managers to open-end and closed-end management
investment companies (the "Funds") registered under the Investment Company Act
of 1940 (the "Act"). The open-end Funds are: Dollar Reserves, Inc., Midas Fund,
Inc.; and Midas Special Equities Fund, Inc. The closed-end fund is Global Income
Fund, Inc. CEF acted as investment manager of Bexil Corporation ("Bexil") and
Tuxis Corporation ("Tuxis") until July 31, 2001 and November 30, 2001,
respectively, when the investment management agreements with CEF were
terminated. Commencing August 1, 2001, Bexil's officers (who are substantially
identical to those of CEF) assumed the internal management of Bexil's affairs,
including portfolio management, subject to the oversight and final direction of
the Board of Directors of Bexil. Commencing December 1, 2001, the officers of
Tuxis (who are substantially identical to those of CEF) assumed the internal
management of Tuxis' affairs, including portfolio management, subject to the
oversight and final direction of the Board of Directors of Tuxis. Compensation
of Bexil and Tuxis personnel was set in the aggregate amount of $200,000 each
per year which may be changed from time to time at the discretion of the Board
of Directors of each of Bexil and Tuxis. Bexil and Tuxis are paying compensation
directly to the officers whose compensation from the Company was proportionately
reduced. As of December 31, 2001, the Company owned approximately 23% and 19% of
the outstanding shares of Bexil and Tuxis, respectively.

Bexil and Tuxis have received shareholder approval to change from registered
investment companies to operating companies and each anticipates filing with the
SEC an application to terminate its registration as an investment company. In
January 2002, Bexil began operating a business through a 50% interest in a third
party claims administrator.

ISC was organized in 1985 and is registered with the SEC as a broker/dealer and
is a member of the NASD. ISC acts as the principal distributor for the open-end
Funds and may engage in proprietary trading.

Performance Properties was organized in 1994 to purchase and renovate suburban
office buildings. Performance Properties purchased land and a two story office
building located in Red Bank, New Jersey in 1994. The building consisted of
approximately 13,000 square feet. The building was purchased for cash and had no
mortgage. The office building was sold on December 1, 2000 for $2,250,000 for a
pre-tax profit of $901,046.

On March 31, 1999, the Company sold the outstanding stock of Bull & Bear
Securities, Inc. ("BBSI"), to a wholly-owned subsidiary of Royal Bank of Canada.
In connection with the sale, the rights to the name "Bull & Bear" were
transferred to Royal Bank of Canada, and the Company and certain of its
subsidiaries agreed to change their names. In connection with the BBSI Sale,
Royal Bank had agreed that it will cause, for the three-year period following
the closing, BBSI to offer exclusively Dollar Reserves, an open-end investment
company managed by MMC, to its customers as the sole money market fund into
which cash balances held by BBSI's customers may be swept on a daily basis for
so long as certain conditions are met, including certain performance rankings by
the Fund, in consideration of a monthly fee equal to one-twelfth of 0.25% of the
aggregate average daily amount of such balances. Further, the Company had agreed
to provide, or to cause its subsidiaries to provide, to BBSI for a period of
three years following the closing, certain services with respect to the
operation of a securities brokerage business for a monthly consulting fee of
$16,666.67, subject to certain conditions. The agreement was terminated by Royal
Bank in June 2001. The Company received a settlement for the consulting
agreement in the amount of approximately $164,000.

                                      -1-
<PAGE>

See Note 11 to the financial statements for financial information by business
segment.

The Company has granted certain of the Funds, Tuxis, Bexil and its subsidiaries
a non-exclusive license to use certain service marks owned by the Company, under
certain terms and conditions on a royalty free basis. Such license may be
withdrawn from a Fund in the event the investment manager of the Fund is not a
subsidiary of the Company or in other cases, at the discretion of the Company.

Investment Management and Distribution Business

The Company is engaged, through its subsidiaries, in the business of managing
investment companies registered under the Act. The Funds and their respective
net assets as of December 31, 2001 were approximately as follows:

      Dollar Reserves, Inc.                              $     25,991,000
      Global Income Fund, Inc.                                 29,110,000
      Midas Fund, Inc.                                         38,558,000
      Midas Special Equities Fund, Inc.                        22,695,000
                                                         ----------------
         Total Net Assets                                $    116,354,000
                                                         ================

The fund management industry along with the entire financial services sector of
the economy has been rapidly changing to meet the increasing needs of investors.
Competition for management of financial resources has increased as banks,
insurance companies and broker/dealers have introduced products and services
traditionally offered by independent fund management companies. There are also
many fund management groups with substantially more resources than the Company.
While the Company's business is not seasonal, it is affected by the financial
markets, which in turn, are dependent upon current and future economic
conditions.

Drastic material declines in the securities markets can have a significant
effect on the Company's business. Volatile stock markets may affect management
and distribution fees earned by the Company's subsidiaries. If the market value
of securities owned by the Funds declines, assets under management will decline
and shareholder redemptions may occur, either by transfer out of the equity
Funds and into the money market Fund, Dollar Reserves, which has lower
management and distribution fee rates than the equity Funds, or by redemptions
out of the Funds entirely. Lower asset levels in the Funds may also cause or
increase reimbursements to the Funds pursuant to the expense limitations
described below.


















                                      -2-
<PAGE>

In general, investment management services are rendered to the Funds pursuant to
written contractual agreements. Such agreements relate to the general management
of the affairs of each Fund, in addition to supervising the acquisition and sale
of each Fund's portfolio investments. As provided in the agreements, CEF and MMC
may receive management fees ranging from 1.0% to 0.5% (and generally declining
thereafter on higher net asset levels) per annum of the Funds' average daily or
average weekly net assets payable monthly. The Act requires that such
contractual agreements be initially approved by the Funds' Board of Directors,
including a majority of all of the directors who are not "interested persons"
(as defined in the Act), and by the vote of a majority of the outstanding shares
of the Fund (as defined in the Act). Agreements, if approved, may be for a term
of up to two years, and thereafter their continuance must be approved at least
annually by a majority of the directors of the Fund, including a majority of
those directors of the Fund who are not "interested persons", or by such a vote
of "disinterested" directors and the vote of a majority of the outstanding
shares of the Fund. In addition, all such agreements are subject to termination
on 60 days' notice by majority vote of the Board of Directors or the
shareholders and are subject to automatic termination in the event of
assignment. Effective July 31, 2001, the investment management agreement with
Bexil was terminated by the Board of Directors of Bexil and Bexil's officers
assumed the internal management of Bexil's affairs, including portfolio
management. Effective November 30, 2001, the investment management agreement
with Tuxis was terminated by the Board of Directors of Tuxis and Tuxis' officers
assumed the internal management of Tuxis' affairs, including portfolio
management. Depending on the assets of the Fund involved and other factors, the
termination of any agreements for investment management services between any of
the Funds, CEF, and MMC or the termination of the relationship of the Company
with the management of Bexil and Tuxis may have a serious adverse impact upon
the Company.

Under the investment management contracts, CEF and MMC are required to reimburse
the Funds for certain expenses to the extent that such expenses exceed
limitations prescribed by any state in which shares of the Funds are qualified
for sale, although currently the Funds are not subject to any such limits. In
addition, from time to time CEF and MMC may waive or reimburse management fees
to increase a Fund's performance.

Each of the open-end Funds has adopted a plan of distribution pursuant to Rule
12b-1 under the Act (the "Plan"). Pursuant to the Plans, ISC may receive as
compensation amounts ranging from one-quarter of one percent to one percent per
annum of the Funds' average daily net assets for distribution and service
activities. The service fee portion is intended to cover services provided to
shareholders in the Funds and the maintenance of shareholder accounts. The
distribution fee portion is to cover all other activities and expenses primarily
intended to result in the sale of the Funds' shares.

The Act requires that a plan of distribution be initially approved by the Fund's
Board of Directors, including a majority of the directors who are not
"interested persons" and who have no financial interest in the Plan, and by the
vote of a majority of the outstanding shares of the Fund. If approved, a plan of
distribution may be for a term of one year, and thereafter it must be approved
at least annually by the entire Board of Directors and by a majority of the
"disinterested" directors. In addition, all plans of distribution are subject to
termination at any time by majority vote of the disinterested directors or
shareholders.

CEF and MMC are registered with the SEC as investment advisers under the
Investment Advisers Act of 1940. ISC is registered with the SEC as a
broker/dealer under the Securities Exchange Act of 1934 and is a member of the
NASD. The Funds, Tuxis and Bexil are registered with the SEC under the Act. The
activities of CEF and MMC and of the Funds are subject to regulation under
Federal and state securities laws. The provisions of these laws, including those
relating to the contractual arrangements between the Funds and their investment
managers, are primarily designed to protect the shareholders of the Funds and
not the shareholders of the Company.

                                      -3-
<PAGE>

Forward-Looking Information

Information or statements provided by or on behalf of the Company from time to
time, including those within this Form 10-KSB Annual Report, may contain certain
"forward-looking information", including information relating to anticipated
growth in revenues or earnings per share, anticipated changes in the amount and
composition of assets under management, anticipated expense levels, and
expectations regarding financial market conditions. The Company cautions readers
that any forward-looking information provided by or on behalf of the Company is
not a guarantee of future performance and that actual results may differ
materially from those in forward-looking information as a result of various
factors, including but not limited to those discussed below. Further, such
forward-looking statements speak only as of the date on which such statements
are made, and the Company undertakes no obligation to update any forward-looking
statement to reflect events or circumstances after the date on which such
statement is made or to reflect the occurrence of unanticipated events.

The Company's future revenues may fluctuate due to factors such as: the total
value and composition of assets under management and related cash inflows or
outflows in mutual funds; fluctuations in the financial markets resulting in
appreciation or depreciation of assets under management; the relative investment
performance of the Company's sponsored investment products as compared to
competing products and market indices; the expense ratios and fees of the
Company's sponsored products and services; investor sentiment and investor
confidence in mutual funds; the ability of the Company to maintain investment
management fees at current levels; competitive conditions in the mutual funds
industry; the introduction of new mutual funds and investment products; the
ability of the Company to contract with the Funds for payment for services
offered to the Funds and Fund shareholders; the continuation of trends in the
retirement plan marketplace favoring defined contribution plans and
participant-directed investments; and the amount and timing of income from the
Company's proprietary securities trading portfolio.

The Company's future operating results are also dependent upon the level of
operating expenses, which are subject to fluctuation for the following or other
reasons: changes in the level of advertising expenses in response to market
conditions or other factors; the level of expenses assumed by the Company for
the Funds as a result of expense reimbursement plan or waiver of expenses to
increase a Fund's performance; variations in the level of compensation expense
incurred by the Company, including performance-based compensation based on the
Company's financial results, as well as changes in response to the size of the
total employee population, competitive factors, or other reasons; expenses and
capital costs, including depreciation, amortization and other non-cash charges,
incurred by the Company to maintain its administrative and service
infrastructure; and unanticipated costs that may be incurred by the Company from
time to time to protect investor accounts and client goodwill.

The Company's operating results will also depend on the results of its holdings
in Bexil and Tuxis.

The Company's revenues are substantially dependent on revenues from the Funds,
which could be adversely affected if the independent directors of one or more of
the Funds determined to terminate or renegotiate the terms of one or more
investment management agreements.

The Company's business is also subject to substantial governmental regulation,
and changes in legal, regulatory, accounting, tax, and compliance requirements
may have a substantial effect on the Company's business and results of
operations, including but not limited to effects on the level of costs incurred
by the Company and effects on investor interest in mutual funds in general or in
particular classes of mutual funds.

                                      -4-
<PAGE>

Item 2.    Properties

The principal office of the Company is located at 11 Hanover Square, New York,
New York 10005. The approximate area of the office is 3,800 square feet. The
rent is approximately $96,000 per annum plus $12,800 per annum for electricity.
The lease expires on December 31, 2003.


Item 3.      Legal Proceedings

From time to time, the Company and/or its subsidiaries are threatened or named
as defendants in litigation arising in the normal course of business. As of
December 31, 2001, neither the Company nor any of its subsidiaries was involved
in any other litigation that, in the opinion of management, would have a
material adverse impact on the consolidated financial statements.






























                                      -5-
<PAGE>


                                     PART II

Item 4.   Market for the Company's Common Equity and Related Stockholder Matters

The Company's Class A Common Stock (non-voting) trades on the Nasdaq SmallCap
Market tier of the Nasdaq Stock Market under the symbol WNMLA. The Company's
Class B Common Stock (voting) has no public trading market. There are
approximately 237 holders of record of Class A Common Stock and 1 holder of
Class B Common Stock as of December 31, 2001. In addition, there are an
indeterminate number of beneficial owners of Class A Common Stock that are held
in "street name". No dividends have been paid on either class of Common Stock in
the past five years and the Company does not expect to pay any such dividends in
the foreseeable future. The high and low sales prices of the Class A Common
Stock during each quarterly period over the last two years were as follows:

                                   2001                            2000
                           --------------------            ---------------------
                            High          Low                High          Low
First Quarter              $1.6250      $1.1563            $2.2188      $1.9375
Second Quarter             $1.8900      $1.3000            $2.0625      $1.6250
Third Quarter              $1.9400      $1.5500            $2.0938      $1.8125
Fourth Quarter             $1.7000      $1.3500            $1.9375      $1.0000

Equity Compensation Plan Information
<TABLE>
<CAPTION>

                                                                                             Number of
                                          Number of Class A          Weighted-               Class A shares
                                          shares to be issued        average price           remaining available
                                          upon exercise of           of outstanding          for future issuance
                                          outstanding options        options, warrants       under equity
                                          warrants and rights        and rights              compensation plans
<S>                                                  <C>                     <C>                       <C>
Equity Compensation Plans
    approved by security holders                   221,000                 $ 1.60                     84,000
Equity Compensation Plans not
    approved by security holders                         -                      -                          -
                                                 ---------                 ------                   --------
Total                                              221,000                 $ 1.60                     84,000
                                                 =========                 ======                   ========
</TABLE>

Item 5. Management's Discussion and Analysis of Financial Condition and Results
        of Operations

2001 Compared to 2000

Drastic declines in the securities markets can have a significant effect on the
Company's business. Volatile stock markets may affect management and
distribution fees earned by the Company's subsidiaries. If the market value of
securities owned by the Funds declines, shareholder redemptions may occur,
either by transfer out of the equity Funds and into the money market fund, which
has lower management and distribution fees rates than the equity Funds, or by
transfer out of the Funds entirely. Lower net asset levels in the Funds may also
cause or increase reimbursements to the Funds pursuant to expense limitations as
described in Note 10 of the financial statements.

                                      -6-
<PAGE>

Total revenues decreased $2,253,399 or 54% which was primarily due to the
decrease in management, distribution and other fees, net realized and unrealized
gains on proprietary securities trading, rental income and dividends and
interest income. Management, distribution and other fees decreased $526,278 or
23% due to lower net assets in the Funds and the termination of the investment
management agreement with Bexil and Tuxis effective July 31, 2001 and November
30, 2001 respectively. Net assets under management were approximately $181
million at December 31, 2000, $172 million at March 31, 2001 $140 million at
June 30, 2001, $128 million at September 30, 2001 and $116 million at December
31, 2001. Net realized and unrealized losses on proprietary securities trading
were $360,418. Consulting fees increased $46,923 which was primarily due to the
termination and settlement of the Company's consulting agreement with BBSI
during the second quarter of 2001. Rental income declined to $0 as compared to
$250,941 due to the sale of the real estate held for investment in December 2000
for a pre-tax profit of $901,046.

Total expenses decreased $977,041 or 31% over this period of last year, as a
result of decreases in general and administrative expense of $373,560 or 29%,
marketing expenses of $230,925 or 24%, and amortization and depreciation expense
of $32,865 or 26%. General and administrative expenses decreased due to lower
employee costs, in part due to the assumption by Bexil, effective August 1,
2001, of compensation expense of certain Company personnel at the annual rate of
$200,000. Marketing expense decreased due to lower fulfillment and printing
costs. Expense reimbursement to the Funds decreased $3,180 or 1%. Professional
fees decreased $11,511 or 6%. Net loss for the period was $199,065 or $(.12) per
share on a diluted basis as compared to net income of $508,314 or $.31 per share
on a diluted basis for last year.

2000 Compared to 1999

Total revenues for the year increased $862,885 or 26% reflecting primarily the
pre-tax gain realized on the sale of real estate of $901,046. Management,
distribution and other fees decreased $398,745 or 21% and $171,352 or 18%,
respectively. The decrease in management, distribution and other fees was due to
an overall decrease in the net asset levels of the Funds. Net assets under
management were approximately $244 million at December 31, 1999, $222 million at
March 31, 2000, $198 million at June 30, 2000, $189 million at September 30,
2000 and $181 million at December 31, 2000.

Rental income increased $34,670 or 16%. In 2000, the Company earned $200,000 in
consulting fees from BBSI in connection with the sale of BBSI in 1999.
Dividends, interest and other income increased $57,219 or 17% due to higher
earnings from the Company's investments. The Company had net realized and
unrealized gains of $139,154 from the Company's marketable securities which
included certain investments in Funds managed by the Company.

Total expenses decreased $41,527 or 1%. General and administrative expenses
decreased $43,027 or 2%. Marketing expenses decreased $141,413 or 30% due to
lower fulfillment expenses and lower payments to other brokers for distributing
the Company's open-end Funds. Expense reimbursements to the Funds decreased
$41,281 or 13% due to lower waivers of management and distribution fees in
certain Funds. Effective December 1, 1999, the Midas Fund's subadvisory
agreement was discontinued, resulting in decreased subadvisory fees of $147,157.
Professional fees increased $33,298 or 21%. Depreciation and amortization
decreased $26,947 or 18%. In 2000, the Company determined that the carrying
value of one of its intangible assets exceeded its net realizable value and
recorded a non-recurring charge of $325,000 to operations.

Net income from continuing operations for the year was $508,314 or $.31 per
share on a diluted basis as compared to net income from continuing operations of
$48,776 or $.03 per share on a diluted basis for 1999.

Net income for the year was $508,314 or $.31 per share on a diluted basis as
compared to net income of $2,528,641 or $1.51 per share on a diluted basis in
1999 which included a net gain from discontinued operations of $2,479,865 or
$1.48 per share on a diluted basis.

                                      -7-
<PAGE>

Liquidity and Capital Resources

The following table reflects the Company's consolidated working capital, total
assets, long-term debt and shareholders' equity as of the dates indicated.

                                                      December 31,
                                                2001                 2000
                                                ----                 ----

       Working Capital                       $7,063,441           $7,132,886
       Total Assets                          $8,036,785           $8,377,222
       Long-Term Debt                        $        -           $        -
       Shareholders' Equity                  $7,748,846           $7,961,746

For the year ended 2001, working capital, total assets and shareholders' equity
decreased $69,445, $340,437 and $212,900, respectively. Working capital, total
assets and shareholders' equity decreased primarily due to the realized and
unrealized losses from proprietary securities trading.

For the year ended 2000, working capital and shareholders' equity increased
$1,778,608, and $123,111, respectively. Total assets decreased $1,712,807. Total
assets decreased primarily due to the payment of federal, state and local income
taxes in the first quarter of 2000 and the write-down of intangible assets of
$325,000. Working capital increased due to the sale of real estate held for
investment in the fourth quarter of 2000. The increase in shareholders' equity
was primarily the result of the net income for 2000 of $508,314 offset by the
decrease in unrealized capital gains from proprietary securities trading of
$385,203.

Management knows of no contingencies that are reasonably likely to result in a
material decrease in the Company's liquidity or that are likely to adversely
affect the Company's capital resources. This includes the restrictions placed on
the transfer of funds to ISC as a result of its regulatory net capital
requirements. At December 31, 2001, the amount subject to these restrictions was
$100,000 or 1.2% of total assets.

Effects of Inflation and Changing Prices

Since the Company derives revenue primarily from investment management and
distribution services from the Funds, it is not possible for it to discuss or
predict with accuracy the impact of inflation and changing prices on its
revenues from continuing operations.

Item 6. Changes in and Disagreements With Accountants on Accounting and
        Financial Disclosure

There were no changes in or disagreements with the Company's accountants on
accounting and financial disclosure matters during the two years ended December
31, 2001.



                                      -8-
<PAGE>

Item 7.    Financial Statements and Supplementary Data

Financial Statements required by Regulation S-X and Supplementary Financial
Information required by Regulation S-B are presented herein.


                  FINANCIAL STATEMENTS AND SUPPORTING SCHEDULES

                                TABLE OF CONTENTS

                                                                            Page

Report of Independent Certified Public Accountants                            10

Consolidated Balance Sheet,
   December 31, 2001                                                          11

Consolidated Statements of Income,
   Years ended December 31, 2001 and 2000                                     12

Consolidated Statements of Changes in Shareholders' Equity,
   Years ended December 31, 2001 and 2000                                     13

Consolidated Statements of Cash Flows,
   Years ended December 31, 2001 and 2000                                     14

Notes to Consolidated Financial Statements                                    16

                                      -9-
<PAGE>









              REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



The Board of Directors and Shareholders of
Winmill & Co. Incorporated


We have audited the accompanying consolidated balance sheet of Winmill & Co.
Incorporated and subsidiaries as of December 31, 2001, and the related
consolidated statements of income, changes in shareholders' equity, and cash
flows for each of the two years in the period ended December 31, 2001. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion the financial statements referred to above present fairly, in all
material respects, the consolidated financial position of Winmill & Co.
Incorporated and subsidiaries at December 31, 2001, and the consolidated results
of their operations and their consolidated cash flows for each of the two years
in the period ended December 31, 2001, in conformity with accounting principles
generally accepted in the United States of America.





                                                   TAIT, WELLER & BAKER

Philadelphia, Pennsylvania
February 8, 2002












                                      -10-
<PAGE>


                           WINMILL & CO. INCORPORATED

                           CONSOLIDATED BALANCE SHEET

                                December 31, 2001


                                     ASSETS
Current Assets:
   Cash and cash equivalents                                        $  2,443,693
   Marketable securities (Note 2)                                      4,445,888
   Management, distribution and other fees receivable                    105,717
   Dividends, interest and other receivables                              24,246
   Prepaid expenses and other current assets                              72,416
   Refundable income taxes                                               259,420
                                                                    ------------
      Total Current Assets                                             7,351,380
                                                                    ------------
Equipment, furniture and fixtures, net                                    51,232
Excess of cost over net book value of subsidiaries, net                  197,440
Deferred income taxes (Note 8)                                            91,000
Other assets (Note 10)                                                   345,733
                                                                    ------------
                                                                         685,405
                                                                    ------------
      Total Assets                                                  $  8,036,785
                                                                    ============


                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:
   Accounts payable                                                 $     27,871
   Accrued professional fees                                             102,213
   Accrued payroll and other related costs                                46,197
   Accrued other expenses                                                 45,140
   Other current liabilities                                              66,518
                                                                    ------------
      Total Current Liabilities                                          287,939
                                                                    ------------

Contingencies (Note 12)                                                        -

Shareholders' Equity (Notes 2, 4, 5, and 6)
   Common Stock, $.01 par value
   Class A, 10,000,000 shares authorized;
      1,628,320 shares issued and outstanding                             16,283
   Class B, 20,000 shares authorized;
      20,000 shares issued and outstanding                                   200
   Additional paid-in capital                                          6,807,985
   Retained earnings                                                   1,512,552
   Notes receivable for common stock issued                            (597,736)
   Accumulated other comprehensive income                                  9,562
                                                                    ------------
      Total Shareholders' Equity                                       7,748,846
                                                                    ------------
      Total Liabilities and Shareholders' Equity                    $  8,036,785
                                                                    ============

See accompanying notes to consolidated financial statements.

                                      -11-
<PAGE>


                           WINMILL & CO. INCORPORATED

                        CONSOLIDATED STATEMENTS OF INCOME

                            Years Ended December 31,



                                                         2001               2000
                                                         ----               ----
Revenues:
   Management, distribution and other fees           $   1,759,262  $  2,285,540
   Real estate rental income                                   -         250,941
   Gain on sale of real estate                                 -         901,046
   Consulting fee                                          246,923       200,000
   Realized and unrealized gains
      (losses) from investments                           (360,418)      225,149
   Dividends, interest and other                           264,639       301,129
                                                     -------------  ------------
                                                         1,910,406     4,163,805
                                                     -------------  ------------

Expenses:
   General and administrative                              916,751     1,290,311
   Marketing                                               718,984       949,909
   Expense reimbursements to the Funds (Note 11)           284,375       287,555
   Professional fees                                       181,324       192,835
   Amortization and depreciation                            93,890       126,755
   Non-recurring item (Note 9)                                 -         325,000
                                                     -------------  ------------
                                                         2,195,324     3,172,365
                                                     -------------  ------------

Income (loss) before income taxes                         (284,918)      991,440
Income taxes (benefit) (Note 8)                            (85,853)      483,126
                                                     -------------  ------------
Net Income (Loss)                                    $    (199,065) $    508,314
                                                     =============  ============

Per Share Data:
   Basic
      Net income (loss)                                    $  (.12)         $.31
                                                           =======          ====
   Diluted
      Net income (loss)                                    $  (.12)         $.31
                                                           =======          ====

Average Shares Outstanding:
   Basic                                                 1,653,343     1,655,017
                                                         =========     =========
   Diluted                                               1,653,343     1,659,839
                                                         =========     =========










See accompanying notes to consolidated financial statements.


                                      -12-
<PAGE>



                           WINMILL & CO. INCORPORATED

           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

                     Years Ended December 31, 2001 and 2000


<TABLE>
<CAPTION>

                                       Number of Shares                               Amount
                                                                                      Notes
                                                                                      Receivable
                                                                                      For                 Accumulated
                                                                         Additional   Common    Retained      Other      Total
                                      Class A   Class B Class A Class B   Paid-In     Stock     Earnings Comprehensive Shareholders'
                                       Common    Common  Common  Common   Capital     Issued    (Deficit)    Income      Equity
                                       ------    ------  ------  ------  ----------  ---------  ----------  ---------  ----------
<S>                                       <C>     <C>     <C>     <C>     <C>            <C>     <C>            <C>     <C>
Balance, December 31, 1999            1,635,017  20,000 $16,351   $200   $6,872,454  $(603,675) $1,203,303  $ 350,002  $7,838,635
                                                                                                                       ----------

Net income        -                         -       -       -      -            -      508,314         -            -     508,314
Other comprehensive income
     Unrealized losses on investments       -       -       -      -            -          -           -     (385,203)   (385,203)
                                      --------- ------- -------   ----   ----------  ---------  ----------  ---------  ----------
     Comprehensive income                                                                                                 123,111
                                                                                                                       ----------

Balance, December 31, 2000            1,635,017  20,000  16,351    200    6,872,454   (603,675)  1,711,617    (35,201)  7,961,746
Net loss          -                         -       -       -      -            -                 (199,065)        -     (199,065)
Other comprehensive income
     Unrealized gains on marketable
     securities                             -       -       -      -            -          -           -       44,763      44,763
                                      --------- ------- -------   ----   ----------  ---------  ----------  ---------  ----------
     Comprehensive income                                                                                                (154,302)
                                                                                                                       ----------
Redemption of stock                      (6,697)    -       (68)   -        (64,469)       -           -          -       (64,537)
Repayment of notes receivable               -       -       -      -            -        5,939         -          -         5,939
                                      --------- ------- -------   ----   ----------  ---------  ----------  ---------  ----------
Balance, December 31, 2001            1,628,320  20,000 $16,283   $200   $6,807,985  $(597,736) $1,512,552  $   9,562  $7,748,846
                                      ========= ======= =======   ====   ==========  =========  ==========  =========  ==========
</TABLE>


See accompanying notes to consolidated financial statements.




                                      -13-
<PAGE>


                           WINMILL & CO. INCORPORATED

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                            Years Ended December 31,


<TABLE>
<CAPTION>

                                                                                           2001                 2000
                                                                                           ----                 ----
<S>                                                                                       <C>                  <C>
Cash Flows from Operating Activities:
   Net income (loss)                                                              $    (199,065)       $     508,314
                                                                                  -------------        -------------
   Adjustments to reconcile net income (loss) to net cash provided by (used in)
      operating activities:
      Depreciation and amortization                                                      93,890              126,755
      Write-off of impaired asset                                                           -                325,000
      Deferred income taxes                                                              47,000               26,000
      Decrease (increase) in cash value of life insurance                                21,463              (88,500)
      Realized/unrealized (gain) loss on investments                                    360,418             (225,149)
      Gain on sale of real estate                                                           -               (901,046)
      (Increase) decrease in:
         Management, distribution and other fees receivable                              56,057              111,026
         Dividends, interest and other receivables                                      159,570             (140,387)
         Prepaid expenses and other current assets                                      118,094              (61,548)
         Refundable income taxes                                                       (259,420)                 -
         Other assets                                                                   (13,275)                 -
      Increase (decrease) in:
         Accounts payable                                                               (10,778)            (163,277)
         Accrued expenses                                                                57,557              (37,041)
         Accrued income taxes                                                          (231,000)          (1,635,600)
         Other current liabilities                                                       56,682                  -
                                                                                  -------------        -------------
   Total adjustments                                                                    456,258           (2,663,767)
                                                                                  -------------        -------------
      Net cash provided by (used for) operating activities                              257,193           (2,155,453)
                                                                                  -------------        -------------
</TABLE>


                                      -14-
<PAGE>


                           WINMILL & CO. INCORPORATED

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Continued)

                            Years Ended December 31,


<TABLE>
<CAPTION>

                                                                       2001                  2000
                                                                       ----                  ----
<S>                                                                     <C>                  <C>
Cash Flows from Investing Activities:
   Improvement to real estate                                   $         -          $     (53,951)
   Proceeds from sale of real estate                                      -              2,250,000
   Capital expenditures                                                (5,623)              (5,301)
   Proceeds from sales of investments                                 838,781            2,797,044
   Purchases of investments                                        (1,674,147)          (2,306,345)
                                                                -------------        -------------
      Net cash provided by (used in) investing activities            (840,989)           2,681,447
                                                                -------------        -------------

Cash Flows from Financing Activities:
   Repayments of notes receivable                                       5,939                  -
   Redemption of Class A Common Stock                                 (64,537)                 -
                                                                -------------        -------------
      Net cash provided by (used in) financing activities             (58,598)                 -
                                                                -------------        -------------

      Net increase (decrease) in cash and cash equivalents           (642,394)             525,994

Cash and cash equivalents:
   Beginning of year                                                3,086,087            2,560,093
                                                                -------------        -------------
   End of year                                                  $   2,443,693        $   3,086,087
                                                                =============        =============
</TABLE>


SUPPLEMENTAL DISCLOSURE:
   The Company paid $0 and $1,475,000 in Federal income taxes in 2001 and 2000,
respectively.





See accompanying notes to consolidated financial statements.


                                      -15-
<PAGE>


                           WINMILL & CO. INCORPORATED

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 2001 and 2000



1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          NATURE OF BUSINESS Winmill & Co. Incorporated ("Company") is a holding
          company. Its subsidiaries' business consists of providing investment
          management and distribution services for the Midas Funds (three
          open-end funds), Global Income Fund, Inc., a closed-end fund, and
          proprietary securities trading.

          BASIS OF PRESENTATION The consolidated financial statements include
          the accounts of the Company and all of its subsidiaries. Substantially
          all intercompany accounts and transactions have been eliminated.

          ACCOUNTING ESTIMATES In preparing financial statements in conformity
          with accounting principles generally accepted in the United States of
          America, management makes estimates and assumptions that affect the
          reported amounts of assets and liabilities at the date of the
          financial statements, as well as the reported amounts of revenues and
          expenses during the reported period. Actual results could differ from
          those estimates.

          FAIR VALUE OF FINANCIAL INSTRUMENTS The carrying amounts of cash and
          cash equivalents, accounts receivable, accounts payable, and accrued
          expenses and other liabilities approximate fair value because of the
          short maturity of these items. Marketable securities are recorded at
          market value which represents the fair value of the securities.

          CASH AND CASH EQUIVALENTS Investments in money market funds are
          considered to be cash equivalents. At December 31, 2001, the Company
          and subsidiaries had invested approximately $2,212,500 in an
          affiliated money market fund.

          MARKETABLE SECURITIES The Company and its non-broker/dealer
          subsidiaries' marketable securities are considered to be
          "available-for-sale" and recorded at market value, with the unrealized
          gain or loss included in stockholders' equity as "accumulated other
          comprehensive income." Marketable securities for the broker/dealer
          subsidiary is valued at market with unrealized gains and losses
          included in earnings.

                                      -16-
<PAGE>


                           WINMILL & CO. INCORPORATED

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

                           December 31, 2001 and 2000



          INCOME TAXES

          The Company's method of accounting for income taxes conforms to
          Statement of Financial Accounting Standards No. 109 "Accounting for
          Income Taxes." This method requires the recognition of deferred tax
          assets and liabilities for the expected future tax consequences of
          temporary differences between the financial reporting basis and the
          tax basis of assets and liabilities. The Company and its wholly-owned
          subsidiaries file consolidated income tax returns.

          EQUIPMENT

          Equipment, furniture and fixtures are recorded at cost and are
          depreciated on the straight-line basis over their estimated useful
          lives, 3 to 10 years. At December 31, 2001 and 2000, accumulated
          depreciation on equipment, furniture and fixtures amounted to
          approximately $812,100.

          EXCESS OF COST OVER NET BOOK VALUE OF SUBSIDIARIES, NET

          The excess of cost over net book value of subsidiaries is capitalized
          and amortized over fifteen years using the straight-line method. At
          December 31, 2001, accumulated amortization amounted to approximately
          $136,700. Periodically, the Company reviews its intangible assets for
          events or changes in circumstances that may indicate that the value of
          its intangible assets is not recoverable (See Note 9). Effective in
          2002, the Company will apply Statement of Financial Accounting
          Standards No. 142 "Goodwill and Other Intangible Assets" ("SFAS 142")
          and reassess the useful life of the previously recognized intangible
          assets and adjust the remaining amortization periods accordingly. The
          adoption of SFAS 142 is not expected to have a material effect on the
          financial statements of the Company.

          COMPREHENSIVE INCOME

          The Company discloses comprehensive income in the financial
          statements. Total comprehensive income includes net income and
          unrealized gains and losses on marketable securities, which is
          reported as other comprehensive income in stockholders' equity.

          SEGMENT INFORMATION

          The Company's operating segment is organized around services provided
          and classified into one group - investment management. As a result of
          the sale of the real estate held for investment in 2000, the Company
          is no longer operating in real estate services.

          EARNINGS PER SHARE

          Basic earnings per share is computed using the weighted average number
          of shares outstanding. Diluted earnings per share is computed using
          the weighted average number of shares outstanding adjusted for the
          incremental shares attributed to outstanding options to purchase
          common stock.


                                      -17-
<PAGE>


                           WINMILL & CO. INCORPORATED

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

                           December 31, 2001 and 2000



         The following table sets forth the computation of basic and diluted
earnings per share:

                                                         2001               2000
                                                         ----               ----
Numerator for basic and diluted earnings per share:
   Net income (loss)                                  $  (199,065)   $   508,314
                                                      ===========    ===========
Denominator:
   Denominator for basic earnings per share -
      weighted-average shares                           1,653,343      1,655,017
   Effect of dilutive securities:
      Employee Stock Options                                  -            4,822
                                                      -----------    -----------
Denominator for diluted earnings per share -
   adjusted weighted - average shares and
   assumed conversions                                  1,653,343      1,659,839
                                                      ===========    ===========


2.   MARKETABLE SECURITIES

    At December 31, 2001 marketable securities consisted of:

       Broker/dealer securities - at market
          Affiliated investment companies                          $  3,658,794
          Equity securities                                             752,596
                                                                   ------------
             Total broker/dealer securities (cost - $3,984,299)       4,411,390
                                                                   ------------

       Other companies
          Unaffiliated investment companies                               3,325
          Equity securities                                              31,173
                                                                   ------------
             Total available-for-sale securities (cost - $17,936)        34,498
                                                                   ------------
                                                                   $  4,445,888

      At December 31, 2001, the Company had $9,562, net of deferred income
      taxes, of unrealized gains on "available-for-sale securities" which is
      reported as a separate component of consolidated shareholders' equity.
      Included in the investments in affiliated investment companies are
      investments of $2,005,428 or approximately 23% of the outstanding shares
      of Bexil and $1,643,799 or approximately 19% of the outstanding shares of
      Tuxis, both of which have received shareholder approval to change from
      regulated investment companies to operating companies.






                                      -18-
<PAGE>


                           WINMILL & CO. INCORPORATED

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

                           December 31, 2001 and 2000



3.    LEASE COMMITMENTS

      The Company leases office space under a lease which expires December 31,
      2003. The rent is approximately $109,000 per annum including electricity.


4.    SHAREHOLDERS' EQUITY

      The Class A and Class B Common Stock are identical in all respects except
      for voting rights, which are vested solely in the Class B Common Stock.
      The Company also has 1,000,000 shares of Preferred Stock, $.01 par value,
      authorized. As of December 31, 2001 and 2000, none of the Preferred Stock
      was issued.


5.    NET CAPITAL REQUIREMENTS

      The Company's broker/dealer subsidiary is a member firm of the National
      Association of Securities Dealers, Inc. ("NASD") and is registered with
      the Securities and Exchange Commission as a broker/dealer. Under its
      membership agreement with the NASD, the broker/dealer must maintain
      minimum net capital, as defined, of not less than $100,000, or 6-2/3% of
      aggregate indebtedness, whichever is greater; and a ratio of aggregate
      indebtedness to net capital, as defined, of not more than 15 to 1. At
      December 31, 2001, the subsidiary had net capital of approximately
      $4,560,200; net capital requirements of $100,000; excess net capital of
      approximately $4,460,200; and the ratio of aggregate indebtedness to net
      capital was approximately 0.03 to 1.


6.    STOCK OPTIONS

      On December 6, 1995, the Company adopted a Long-Term Incentive Plan which,
      as amended, provides for the granting of a maximum of 600,000 options to
      purchase Class A Common Stock to directors, officers and key employees of
      the Company or its subsidiaries. With respect to non-employee directors,
      only grants of non-qualified stock options and awards of restricted shares
      are available. The three non-employee directors were granted 15,000
      options each on December 12, 2000 and all previously issued options were
      cancelled. The option price per share may not be less than the fair value
      of such shares on the date the option is granted, and the maximum term of
      an option may not exceed ten years except as to non-employee directors for
      which the maximum term is five years.









                                      -19-
<PAGE>


                           WINMILL & CO. INCORPORATED

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

                           December 31, 2001 and 2000



      The Company applies APB Opinion 25 and related interpretations in
      accounting for its stock option plans. Accordingly, no compensation cost
      has been recognized for its stock option plans. Pro forma compensation
      cost for the Company's plans is required by Financial Accounting Standards
      No. 123 "Accounting for Stock-Based Compensation (SFAS 123)" and has been
      determined based on the fair value at the grant dates for awards under
      these plans consistent with the method of SFAS 123. For purposes of pro
      forma disclosure, the estimated fair value of the options is amortized to
      expense over the options' vesting period. The Company's pro forma
      information follows:

                                                   Years Ended December 31,
                                                  2001                 2000
                                                  ----                 ----

Net income (loss)    As reported               $(199,065)            $502,572
                      Pro forma                $(213,005)            $463,593
Earnings per share
   Basic             As reported                  $(.12)                 $.30
                      Pro forma                   $(.13)                 $.28

   Diluted           As reported                  $(.12)                 $.30
                      Pro forma                   $(.13)                 $.28

      The fair value of each option grant is estimated on the date of grant
      using the Black-Scholes option-pricing model with the following weighted
      average assumptions used for grants in 2001 and 2000: expected volatility
      of 46.98% and 46.33%, risk-free interest rate of 3.95% and 4.40% and
      expected life of three years for each year.

      A summary of the status of the Company's stock option plans as of December
      31, 2001 and 2000, and changes during the years ending on those dates is
      presented below:
                                                                        Weighted
                                                     Number              Average
                                                       Of               Exercise
         Stock Options                               Shares               Price

         Outstanding at December 31, 1999            239,000              $2.32
            Granted                                  261,000              $1.65
            Canceled                                (274,000)             $2.26
                                                  ----------
         Outstanding at December 31, 2000            226,000              $1.61
            Granted                                   15,000              $1.80
            Canceled                                 (20,000)             $1.94
                                                  ----------
         Outstanding at December 31, 2001            221,000              $1.60
                                                  ==========

      There were 174,000 and 182,000 options exercisable at December 31, 2001
      and 2000 with a weighted-average exercise price of $1.59 and $1.64,
      respectively. The weighted-average fair value of options granted using the
      Black Scholes option-pricing model was $.64 and $.54 for the years ended
      December 31, 2001 and 2000, respectively.

                                      -20-
<PAGE>


                           WINMILL & CO. INCORPORATED

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

                           December 31, 2001 and 2000



      In December 2000, the Company canceled 192,000 previously issued stock
      options. The exercise prices of the canceled stock options were $1.875 to
      $2.6125. In December 2000, the Company granted 216,000 stock options with
      exercise prices of $1.50 to $1.65.

      The following table summarizes information about stock options outstanding
at December 31, 2001:

                                     Weighted-Average
     Range of         Number             Remaining             Weighted-Average
Exercise Prices     Outstanding      Contractual Life           Exercise Price

$1.50 - $1.65          206,000           4.0 years                   $1.58
$1.70 - $1.80           15,000           4.5 years                   $1.80

      In connection with the exercise of the options, the Company has received
      from certain officers notes with interest rates ranging from 2.45% to
      2.48% per annum payable December 31, 2004. The balance of the notes,
      including interest, at December 31, 2001 was $597,736, which was
      classified as "notes receivable for common stock issued."


7.    PENSION PLAN

      The Company has a 401(k) retirement plan for substantially all of its
      qualified employees. Contributions are based upon a percentage of earnings
      of eligible employees and are accrued and funded on a current basis. Total
      pension expense for the years ended December 31, 2001 and 2000 was
      approximately $33,700 and $45,100, respectively.


8.    INCOME TAXES

      The provision for income tax expense (benefit) was as follows:

                                              2001                       2000
                                              ----                       ----
            Current
               Federal                     $  (114,000)          $  352,000
               State and local                 (18,853)             105,126
                                           -----------           ----------
                                              (132,853)             457,126
            Deferred                            47,000               26,000
                                           -----------           ----------
                                           $   (85,853)          $  483,126
                                           ===========           ==========





                                      -21-
<PAGE>


                           WINMILL & CO. INCORPORATED

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

                           December 31, 2001 and 2000



      Deferred tax assets are comprised of the following at December 31, 2001
and 2000:

                                                    2001                2000
                                                    ----                ----

     Unrealized depreciation on investments       $  53,000       $  138,000
     Accrued expenses                                19,000              -
     Net operating loss carryforwards                19,000              -
                                                  ---------       ----------
         Net deferred tax assets                  $  91,000       $  138,000
                                                  =========       ==========

      A reconciliation of the federal statutory income tax rate to the Company's
effective tax rate is as follows:
                                                              2001       2000
                                                              ----       ----

      Statutory rate                                         34.0%       34.0%
      Increase in effective tax rate resulting from:
         State income taxes, net of federal benefit           4.4         7.0
         Write-down of non-deductible intangible assets      (6.2)       11.1
         Non-deductible income and expenses - net            (2.1)       (3.4)
                                                           ------       -----
                                                             30.1%       48.7%
                                                           ======       =====

9.    NON-RECURRING ITEM

      In 2000, the Company determined that the carrying value of one of its
      excess of cost over net book value of subsidiaries exceeded its net
      realizable value. This occurred because of a decline in net assets under
      management. As a result, the Company recorded a non-recurring charge to
      operations of $325,000.

10.   RELATED PARTIES

      All management and distribution fees are a result of services provided to
      the Funds. All such services are provided pursuant to agreements that set
      forth the fees to be charged for these services. These agreements are
      subject to annual review and approval by each Fund's Board of Directors
      and a majority of the Fund's non-interested directors. In addition, during
      the years ended December 31, 2001 and 2000, the Funds paid approximately
      $69,000 and $147,000, respectively, for recordkeeping services to ISC,
      which paid such amounts to certain brokers for performing such services.
      These reimbursements for recordkeeping services were recorded in
      management, distribution and other fees.

      In connection with investment management services, the Company's
      investment management and distributor subsidiaries waived management and
      distribution fees from the Funds in the amount of approximately $284,400
      and $287,600 for the years ended December 31, 2001 and 2000, respectively.



                                      -22-
<PAGE>


                           WINMILL & CO. INCORPORATED

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

                           December 31, 2001 and 2000



      On March 31, 1999, the Company sold its discount brokerage business, Bull
      & Bear Securities, ("BBSI") to a subsidiary of Royal Bank of Canada. In
      connection with the sale, Royal Bank agreed that it would cause for the
      three-year period following the sale, BBSI to offer exclusively Dollar
      Reserves to its customers as the sole money market fund into which cash
      balances held by BBSI's customers may be swept on a daily basis. In
      addition, the Company agreed to provide to BBSI for a period of three
      years following the sale certain services with respect to the operation of
      a securities brokerage business for a monthly consulting fee of
      $16,666.67, subject to certain conditions. The agreement was terminated in
      June 2001 by Royal Bank which provided a final settlement payment of
      approximately $164,000.

      Certain officers of the Company also serve as officers and/or directors of
      the Funds.

      Commencing August 1992, the Company has a key man life insurance policy on
      the life of the Company's Chairman which provides for the payment of
      $1,000,000 to the Company upon his death. As of December 31, 2001, the
      policy had a cash surrender value of approximately $242,000 and is
      included in other assets in the balance sheet.


11.   FINANCIAL INFORMATION BY BUSINESS SEGMENT

      As the result of the sale of the real estate held for investment in
      December 2000, the Company no longer operates in real estate services. The
      following details selected financial information by business segment for
      the year ended December 31, 2000.

                                     Investment      Real Estate
                                     Management      Operations           Total
      2000
      Revenues                       $2,485,540    $   250,941       $2,736,481
      Gain on sale of real estate           -          901,046          901,046
      Investment income                 525,121          1,157          526,278
      Income from operations            157,800        833,640          991,440
      Depreciation and amortization      62,506         64,249          126,755
      Non-recurring item                325,000            -            325,000
      Capital expenditures                5,301         53,951           59,252
      Gross identifiable assets       6,345,189      2,133,033        8,478,222





                                      -23-
<PAGE>



                           WINMILL & CO. INCORPORATED

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

                           December 31, 2001 and 2000



12.   CONTINGENCIES

      From time to time, the Company and/or its subsidiaries are threatened or
      named as defendants in litigation arising in the normal course of
      business. As of December 31, 2000, neither the Company nor any of its
      subsidiaries was involved in any other litigation that, in the opinion of
      management, would have a material adverse impact on the consolidated
      financial statements.

      In July 1994, the Company entered into a Death Benefit Agreement
      ("Agreement") with the Company's Chairman. Following his death, the
      Agreement provides for annual payments, equal to 80% of his average annual
      salary for the three year period prior to his death subject to certain
      adjustments, to his wife until her death. The Company's obligations under
      the Agreement are not secured and will terminate if he leaves the
      Company's employ under certain conditions.
















                                      -24-
<PAGE>




                                    PART III


Item 8.    Directors and Executive Officers

The following list contains the names, ages, positions and lengths of service of
all directors and executive officers of the Company.
<TABLE>
<CAPTION>

      Name                Position                                 Years of Service          Age
                                                                 Director     Officer
<S>                       <C>                                     <C>         <C>            <C>
Bassett S. Winmill        Chairman of the Board                   25          25             71

Robert D. Anderson        Vice Chairman of the Board              25          25             72

Thomas B. Winmill, Esq.   President,                              13          14             42
                          General Counsel, Director

Edward G. Webb, Jr.       Director                                16*         13**           62

Charles A. Carroll        Director                                10           -             71

Mark C. Winmill           Director                                12***       14****         44

Marion E. Morris          Senior Vice President                   -             1            56

William G. Vohrer         Treasurer,                              -             1            51
                          Chief Accounting Officer

Monica Pelaez, Esquire    Vice President,
                          Secretary, Associate General Counsel    -             2            30
</TABLE>

*      1985 to 1990 and 1992 to present.

**     1979 to 1990

***    1989 to 1999 and 2000 to present.

****   1987 to 1999



                                      -25-
<PAGE>



Set forth below is a description of the business experience of the directors and
executive officers of the Company during the past five years.

BASSETT S. WINMILL - Chairman of the Board of Directors. He is also Chairman of
certain investment companies managed by Company subsidiaries and Chief Executive
Officer of Tuxis Corporation. He is a member of the New York Society of Security
Analysts, the Association for Investment Management and Research, and the
International Society of Financial Analysts. He is the father of Thomas B.
Winmill and Mark C. Winmill.

ROBERT D. ANDERSON - Vice Chairman of the Board of Directors. He is also Vice
Chairman of certain investment companies managed by Company subsidiaries and of
the subsidiaries of the Company.

THOMAS B. WINMILL, ESQ. - President, General Counsel, Chief Executive Officer
and Director. He is also President of the investment companies managed by
Company subsidiaries and of certain other subsidiaries of the Company. He is
also President of Bexil Corporation. He is a member of the New York State Bar.
He is a son of Bassett S. Winmill and brother of Mark C. Winmill.

EDWARD G. WEBB, JR. - Director. He has been President of Webb Associates, Ltd.
since 1996. From 1990 to 1996, he was Investment Director for Home Insurance
Company, an affiliate of Trygg -House A1. Prior to that, he served as a Senior
Vice President and Director of the Company.

CHARLES A. CARROLL - Director. From 1989 to the present, he has been affiliated
with Kalin Associates, Inc., a member firm of the New York Stock Exchange.

MARK C. WINMILL - Director. He is currently Chairman of the Thanksgiving
Foundation. He was Co-President and Director of the Company from June 1990 to
March 1999 and an Officer and Director of its various Funds and subsidiaries
from June 1987 to March 1999. He was President and Director of Bull & Bear
Securities, Inc. ("BBSI"), a nationwide discount broker, from June 1987 until
March 1999 when the Company sold BBSI to The Royal Bank of Canada. He was also
Chief Operating Officer of BBSI from April 1999 to February 2000. He is a son of
Bassett S. Winmill and a brother of Thomas B. Winmill.

WILLIAM G. VOHRER - Chief Financial Officer, Treasurer and Chief Accounting
Officer. He joined the company in February 2001. He is also Chief Financial
Officer and Treasurer of Bexil Corporation. From 1999 to 2001, he consulted on
accounting matters. From 1994 to 1999 he was Chief Financial Officer and
Financial Operations Principal for Nafinsa Securities, Inc., a Mexican
Securities broker/dealer. From 1978 to 1994, he held Chief Financial
Officer/Controller positions with various international banks.

MARION E. MORRIS - Senior Vice President. Since November 2000, she has served as
Senior Vice President of the Company, CEF, and certain investment companies
managed by the Company. She is Director of Fixed Income and a member of the
Investment Policy Committee of CEF. Since 1997, she acted as general manager of
Michael Trapp. Previously, she had served as Vice President of Salomon Brothers,
The First Boston Corporation and Cantor Fitzgerald.

MONICA PELAEZ, ESQ. - Vice President, Secretary and Chief Compliance Officer.
She is also Vice President, Secretary and Chief Compliance Officer of the
investment companies managed by the Company, and the Investment Manager and
certain of its affiliates. Previously, she was Special Assistant Corporation
Counsel to New York City Administration for Children's Services from 1998 to
2000 and an attorney with Debevoise & Plimpton from 1997 to 1998. She earned her
Juris Doctor from St. John's University School of Law in 1997. She is a member
of the New York State Bar.

Each director is elected by the vote or written consent of the holder of a
majority of the Class B Common Stock and holds office until the next meeting of
the Class B common stockholder and until his successor is elected and qualified,
or until his earlier death, resignation or removal.


                                      -26-
<PAGE>


Based solely on the information from Forms 3, 4, and 5 furnished to it, the
Company believes that the directors, officers, and owners of more than 10
percent of the Class A Common Stock of the Company have filed on a timely basis
reports required by Section 16(a) of the Securities Exchange Act of 1934 during
the most recent fiscal year or prior fiscal years.


Item 9.    Executive Compensation

The following information and tables set forth the information required under
the Securities and Exchange Commission's executive compensation rules.

Summary Compensation Table

The following table sets forth, for the three years ended December 31, 2001, the
compensation paid to the chief executive and other officers whose total annual
salary and bonus exceeded $100,000 in 2001.

                           SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>


                                                 Annual                             Long-Term
                                              Compensation                          Compensation
                                         ----------------------                     Securities         All Other
Name And                                  Salary          Bonus     Other Annual    Underlying        Compensation
Principal Position               Year      ($)             ($)      Compensation*     Options       (a)        (b)
----------------------       ---------   --------     ------------  -------------   ----------      ---        ---
<S>                               <C>       <C>          <C>          <C>              <C>          <C>       <C>
Bassett S. Winmill               2001    $315,000    $  13,125         -              55,000      $ 3,584    $6,300
    Chairman                     2000    $315,000    $   7,450         -              55,000      $ 3,504    $5,883
                                 1999    $237,500    $ 215,625         -              80,000      $ 6,572    $5,000

Thomas B. Winmill                2001    $187,500(c) $  10,416         -              55,000      $   300    $6,300
    President and                2000    $250,000    $  10,416         -              55,000      $   300    $6,000
    Chief Executive Officer      1999    $187,500    $ 212,500         -              80,000      $   255    $5,000

Marion E. Morris                 2001    $105,000    $   4,375         -               8,000      $   555    $3,413
    Senior Vice President        2000   $  13,047    $       -         -               8,000      $    20    $    -
                                 1999         -      $       -         -                   -      $     -    $    -
</TABLE>

*    Information omitted as perquisites do not exceed the lesser of $50,000 or
     10% of the total annual salary and bonus for the year for the named
     executive officers.

(a)  Represents term life insurance
(b)  Represents Company's matching contributions to 401(k) Plan.
(c)  Mr. Winmill also received $62,500 in compensation from Bexil Corporation
     for his services as President.

Option Grants Table

No options were granted during the year ended December 31, 2001 to the named
executive officers.









                                      -27-
<PAGE>


Aggregated Option Exercises and Fiscal Year-End Option Value Table

The following table sets forth, for the year ended December 31, 2001,
information regarding the outstanding options for each of the executive officers
named in the Summary Compensation Table.


                                                Number of
                                                Shares of
                                               Class A Stock     Value of
                     Number of                 Underlying        Unexercised
                     Shares of                  Unexercised     In-The-Money
                      Class A                     Options at     Options at
                         tock     Dollar        12-31-01 (#)      12-31-01 ($)
                    Acquired on    Value        Exercisable/   Exercisable/
          Name        Exercise    Realized    Unexercisable    Unexercisable

Bassett S. Winmill     0            $0          55,000 / 0        $0 / $0
Thomas B. Winmill      0            $0          55,000 / 0        $0 / $0
Marion E. Morris       0            $0           0 / 8,000        $0 / $0

Long-Term Incentive Plan Awards Table

There were no long-term incentive plan awards made during the year ended
December 31, 2001 to the executive officers named in the Summary Compensation
Table.

Compensation of Directors

Edward G. Webb, Jr., Charles A. Carroll and Mark C. Winmill were the only
individuals who received compensation for their service as directors of the
Company in 2001. They were each paid $500 per quarter as a retainer and $2,000
per quarterly meeting attended plus expenses. For the year ended December 31,
2001, Mr. Webb, Mr. Carroll and Mr. Mark C. Winmill were each paid $8,000 for
attending three regular meetings and annual retainer and $500 for a telephone
conference meeting.

Employment Contracts

The Company has no employment or termination contracts with any of its employees
except to the extent of the agreement described in Note 12 to the financial
statements.

1995 Long-Term Incentive Plan

On December 6, 1995, the Board of Directors of the Company ("Board") and the
Class B voting common stockholder adopted the Winmill & Co. Incorporated 1995
Long-Term Incentive Plan ("Plan"), as amended, under which a maximum of 600,000
options and stock-based awards (collectively, "Awards") may be made to
directors, officers and employees of the Company or its subsidiaries. The
amended Plan is described below.

The purpose of the Plan is to assist the Company and its subsidiaries in
attracting and retaining highly competent officers and directors and otherwise
on behalf of the Company. The Plan also acts as an incentive in motivating
selected officers and key employees to achieve long-term objectives of the
Company, which will inure to the benefit of all stockholders of the Company. Any
proceeds raised by the Company under the Plan will be used for working capital
purposes.

                                      -28-
<PAGE>

General Provisions

Duration of the Plan; Share Authorization. The Plan will terminate on December
6, 2005, unless terminated earlier by the Board.

Six hundred thousand (600,000) shares of the Company's Class A Common Stock
("Shares") are available for Awards under the Plan. The Shares to be offered
under the Plan are authorized and unissued Shares, or issued Shares that have
been reacquired by the Company and held in its treasury. Holders of Shares do
not have voting rights except as specifically provided by the Delaware General
Corporation Law.

Shares covered by any unexercised portions of terminated options, Shares
forfeited by Participants, and Shares subject to any Awards that are otherwise
surrendered by a Participant without receiving any payment or other benefit with
respect thereto may again be subject to new Awards under the Plan. In the event
the purchase price of an option or tax withholding relating to an Award is paid
in whole or in part through the delivery of Shares, the number of Shares
issuable in connection with the exercise of the option may not again be
available for the grant of Awards under the Plan.

Plan Administration. The Plan is administered by the Board or Compensation
Committee ("Committee") of the Board. The Committee is composed of at least two
directors of the Company, each of whom is a "Non-Employee Director" as defined
in Rule 16b-3 promulgated by the SEC ("Rule 16b-3") under Section 16 of the
Securities Exchange Act of 1934, as amended ("Exchange Act"). When the Committee
is administering the Plan, the Committee will determine the officers and other
key employees who will be eligible for and granted Awards, determine the amount
and type of Awards, establish and modify administrative rules relating to the
Plan, impose such conditions and restrictions on Awards as it determines
appropriate and take such other action as may be necessary or advisable for the
proper administration of the Plan. The Committee may, with respect to
Participants who are not subject to Section 16 of the Exchange Act, delegate
such of its powers and authority under the Plan as it deems appropriate to
certain officers or employees of the Company.

Plan Participants. Any employee of the Company or its subsidiaries, whether or
not a director of the Company, may be selected by the Committee to receive an
Award under the Plan. Non-Employee Directors shall receive such Awards (other
than Incentive Stock Options) as the Board in its discretion may designate.

Awards Available Under the Plan

Awards to employees under the Plan may take the form of stock options or
Restricted Share Awards. Awards under the Plan may be granted alone or in
combination with other Awards. The consideration for issuance of Awards under
the Plan is the continued services of the employees and non-employee directors
to the Company and its subsidiaries.

Stock Options Granted to Employees. Stock options ("Incentive Stock Options")
meeting the requirements of Section 422 of the Internal Revenue Code of 1986, as
amended from time to time, or any successor thereto ("Code"), and stock options
that do not meet such requirements ("Non-Qualified Stock Options") are both
available for grant to employees under the Plan.

The term of each option will be determined by the Board or Committee, but no
option will be exercisable more than ten years after the date of grant. If,
however, an Incentive Stock Option is granted to a Participant who, at the time
of grant of the option, owns (or is deemed to own under Section 424(d) of the
Code) more than 10% (a "Ten Percent Shareholder") of the Company's Class B
common stock, par value $0.01 per share ("Company Voting Securities"), the
option is not exercisable more than five years after the date of grant. Options
may also be subject to restrictions on exercise, such as exercise in periodic
installments, performance targets and waiting periods, as determined by the
Board or Committee.

                                      -29-
<PAGE>


The exercise price of each option is determined by the Board or Committee;
however, the per share exercise price of an option must be at least equal to
100% of the Fair Market Value (as defined below) of a Share on the date of grant
of such option. If, however, an Incentive Stock Option is granted to a Ten
Percent Shareholder, the per share exercise price of the option must be at least
equal to 110% of the Fair Market Value of a Share on the date of grant of such
option. Fair Market Value of a Share means, as of any given date, the most
recently reported sale price of a Share on such date as of the time when Fair
Market Value is being determined on the principal national securities exchange
on which the Shares are then traded or, if the Shares are not then traded on a
national securities exchange, the most recently reported sale price of the
Shares on such date as of the time when Fair Market Value is being determined on
Nasdaq; provided, however, that, if there were no sales reported as of such
date, Fair Market Value is the last sale price previously reported. In the event
the Shares are not admitted to trade on a securities exchange or quoted on
Nasdaq, the Fair Market Value of a Share as of any given date is as determined
in good faith by the Board or Committee. Notwithstanding the foregoing, the Fair
Market Value of a Share will never be less than par value per share.

Subject to whatever installment exercise and waiting period provisions the Board
or Committee may impose, options may be exercised in whole or in part at any
time prior to expiration of the option by giving written notice of exercise to
the Company specifying the number of Shares to be purchased. Such notice must be
accompanied by payment in full of the purchase price in such form as the Board
or Committee may accept (including payment in accordance with a cashless
exercise program under which, if so instructed by the Participant, Shares may be
issued directly to the Participant's broker or dealer upon receipt of the
purchase price in cash from the broker or dealer). If and to the extent
determined by the Board or Committee in its discretion at or after grant,
payment in full or in part may also be made in the form of Shares duly owned by
the Participant (and for which the Participant has good title, free and clear of
any liens and encumbrances) or by reduction in the number of Shares issuable
upon such exercise based, in each case, on the Fair Market Value of the Shares
on the date the option is exercised. In the case of an Incentive Stock Option,
however, the right to make payment of the purchase price in the form of Shares
may be authorized only at the time of grant.

Stock options granted under the Plan are not transferable except by will or the
laws of descent and distribution and may be exercised, during the Participant's
lifetime, only by the Participant.

Unless the Board or Committee provides for a shorter period of time, upon a
Participant's termination of employment other than by reason of death or
disability, the Participant may, within three months from the date of such
termination of employment, exercise all or any part of his or her options as
were exercisable at the date of termination of employment but only if (x) the
Participant resigns or retires and the Board or Committee consents to such
resignation or retirement and (y) such termination of employment is not for
cause. In no event, however, may any option be exercised after the time when it
would otherwise expire. If such termination of employment is for cause or the
Board or Committee does not so consent, the right of such Participant to
exercise such options will terminate at the date of termination of employment.

Further, unless the Board or Committee provides for a shorter period of time,
upon a Participant's becoming disabled (such date being the "Disability Date"),
the Participant may, within one year after the Disability Date, exercise all or
a part of his or her options that were exercisable upon such Disability Date. In
no event, however, may any option be exercised after the time when it would
otherwise expire.

Further, unless the Board or Committee provides for a shorter period of time, in
the event of the death of a Participant while employed by the Company or prior
to the expiration of the option as provided for in the event of disability, to
the extent all or any part of the option was exercisable as of the date of death
of the Participant, the right of the Participant's beneficiary to exercise the
option will expire upon the expiration of one year from the date of the
Participant's death (but in no event more than one year from the Participant's
Disability Date) or on the stated termination date of the option, whichever is
earlier. In the event of the Participant's death, the Board or Committee may, in
its sole discretion, accelerate the right to exercise all or any part of an
Option that would not otherwise be exercisable.

                                      -30-
<PAGE>

To the extent all or any part of an option was not exercisable as of the date of
a Participant's termination of employment, such right will expire at the date of
such termination of employment. Notwithstanding the foregoing, the Board or
Committee, in its sole discretion and under such terms as it deems appropriate,
may permit a Participant who will continue to render significant services to the
Company after his or her termination of employment to continue to accrue service
with respect to the right to exercise his or her options during the period in
which the individual continues to render such services.

Restricted Shares. The Board or Committee may award restricted Shares
("Restricted Shares") to a Participant. Such a grant gives a Participant the
right to receive Shares subject to a risk of forfeiture based upon certain
conditions. The forfeiture restrictions on the Restricted Shares may be based
upon performance standards, length of service or other criteria as the Board or
Committee may determine. Until all restrictions are satisfied, lapsed or waived,
the Company will maintain control over the Restricted Shares but the Participant
will be entitled to receive dividends on the Restricted Shares; provided,
however, that any Shares distributed as a dividend or otherwise with respect to
any Restricted Shares as to which the restrictions have not yet lapsed will be
subject to the same restrictions as such Restricted Shares. When all
restrictions have been satisfied and/or waived or have lapsed, the Company will
deliver to the Participant or, in the case of the Participant's death, his or
her beneficiary, stock certificates for the appropriate number of Shares, free
of all restrictions (except those imposed by law). None of the Restricted Shares
may be assigned or transferred (other than by will or the laws of descent and
distribution), pledged or sold prior to lapse or release of the applicable
restrictions.

All of a Participant's Restricted Shares and rights thereto are forfeited to the
Company unless the Participant continues in the service of the Company or any
parent or subsidiary of the Company as an employee until the expiration of the
forfeiture period, and all other applicable restrictions of the Restricted
Shares. Notwithstanding the foregoing, the Board or Committee may, in its sole
discretion, waive the forfeiture period and any other applicable restrictions on
a Participant's Restricted Share Award, provided that the Participant must at
that time have completed at least one year of employment after the date of
grant.

Awards Granted to Non-Employee Directors. Non-Employee Directors are eligible
only to receive Non-Qualified Stock Options and Awards of Restricted Shares. All
such grants may be made only by the Board. The terms and conditions applicable
to grants of such Awards to Non-Employee Directors (except where specifically
stated herein to the contrary) are the same as those applicable to grants of
Non-Qualified Options and Restricted Shares to employees, except that references
to (a) the Committee shall be deemed to refer to the Board (b) employees shall
be deemed to refer to Non-Employee Directors and (c) termination of employment
shall be deemed to refer to termination of service.

Termination and Amendment

The Board may amend or terminate the Plan at any time it is deemed necessary or
appropriate; provided, however, that no amendment may be made, without the
affirmative approval of the holder of Company Voting Securities, that would
require stockholder approval under Rule 16b-3, the Code or other applicable law
unless the Board determines that compliance with Rule 16b-3 and/or the Code is
no longer desired.

Except as provided by the Board or Committee, in its sole discretion, at the
time of an Award or pursuant to certain antidilution provisions (as discussed
below), no Award granted under the Plan to a Participant may be modified (unless
such modification does not materially decrease the value of the Award) after the
date of grant except by express written agreement between the Company and the
Participant, provided that any such change (a) may not be inconsistent with the
terms of the Plan, and (b) must be approved by the Board or Committee.

                                      -31-
<PAGE>


The Board has the right and the power to terminate the Plan at any time. No
Award may be granted under the Plan after the termination of the Plan, but the
termination of the Plan will not have any other effect and any Award outstanding
at the time of the termination of the Plan may be exercised after termination of
the Plan at any time prior to the expiration date of such Award to the same
extent such Award would have been exercisable had the Plan not terminated.

Antidilution Provisions

Recapitalization. The number and kind of shares subject to outstanding Awards,
the purchase price or exercise price of such Awards, and the number and kind of
shares available for Awards subsequently granted under the Plan will be
appropriately adjusted to reflect any stock dividend, stock split, combination
or exchange of shares, merger, consolidation or other change in capitalization
with a similar substantive effect upon the Plan or the Awards granted under the
Plan. The Board or Committee has the power and sole discretion to determine the
nature and amount of the adjustment to be made in each case. However, in no
event will any adjustment be made in accordance with the Plan's antidilution
provisions to any previous grant of Restricted Shares if an adjustment has been
or will be made to the Shares awarded to a Participant in such person's capacity
as a stockholder.

Sale or Reorganization. After any reorganization, merger or consolidation in
which the Company is the surviving entity, each Participant will, at no
additional cost, be entitled upon the exercise of an Award outstanding prior to
such event, and in connection with the payout after such event of any Award
outstanding at the time of such event, to receive (subject to any required
action by stockholders), in lieu of the number of Shares receivable or
exercisable pursuant to such option, the number and class of shares of stock or
other securities to which such Participant would have been entitled pursuant to
the terms of the reorganization, merger or consolidation if, at the time of such
reorganization, merger or consolidation, such Participant had been the holder of
record of a number of Shares equal to the number of Shares receivable or
exercisable pursuant to such Award. Comparable rights will accrue to each
Participant in the event of successive reorganizations, mergers or
consolidations of the character described above.

Options to Purchase Stock of Acquired Companies. After any reorganization,
merger or consolidation in which the Company is a surviving entity, the Board or
Committee may grant substituted options under the provisions of the Plan,
pursuant to Section 424 of the Code, replacing old options granted under a plan
of another party to the reorganization, merger or consolidation whose stock
subject to the old options may no longer be issued following such merger or
consolidation. The foregoing adjustments and manner of application of the
foregoing provisions will be determined by the Board or Committee in its sole
discretion. Any such adjustments may provide for the elimination of any
fractional Shares that might otherwise become subject to any options.

Loans

The Company is entitled, if the Board or Committee in its sole discretion deems
it necessary or desirable, to lend money to a Participant for purposes of (a)
exercising his or her rights under an Award hereunder or (b) paying any income
tax liability related to an Award; provided, however, that Non-Employee
Directors are not eligible to receive such loans and provided, further, that the
portion of the per share exercise price of an option equal to the par value per
Share may not be paid by means of a promissory note. Such a loan must be
evidenced by a recourse promissory note payable to the order of the Company
executed by the Participant and containing such other terms and conditions as
the Board or Committee may deem desirable. The interest rate on such loans must
be sufficient to avoid imputed interest under the Code.


                                   -32-
<PAGE>


Item 10.   Security Ownership of Certain Beneficial Owners and Management.

(a)   Bassett S. Winmill, Chairman of the Board of Directors, owns all of the
      issued and outstanding shares of the Company's Class B Common Stock, which
      represents 100% of the Company's voting securities.

(b)   The following table sets forth, as of December 31, 2001, information
      relating to beneficial ownership by individual directors of the Company,
      executive officers named in the Summary Compensation Table and by
      directors and executive officers of the Company as a group, of the
      currently issued and outstanding Class A Common Stock of the Company.

                                       Amount and Nature of           Percent
      Name of Beneficial Owner      Beneficial Ownership (5)         of Class
      ------------------------      ------------------------         --------

      Bassett S. Winmill                   331,104 (1)                 19.7%
      Thomas B. Winmill                    177,520 (2)                 10.5%
      Robert D. Anderson                    94,414 (3)                  5.6%
      Edward G. Webb, Jr.                   18,664 (4)                  1.1%
      Charles A. Carroll                    38,100 (4)                  2.3%
      Mark C. Winmill                      106,800 (4)                  6.5%

      All directors and executive
      officers as a group (6 persons)      766,602                     42.4%

(1)  Includes options exercisable to purchase 55,000 shares at December 31,
     2001.

(2)  Includes 10,000 shares held by Thomas B. Winmill's sons, of which he
     disclaims beneficial ownership and options exercisable to purchase 55,000
     shares.

(3)  Includes options exercisable to purchase 25,000 shares.

(4)  Includes options exercisable to purchase 15,000 shares.

(5)  The nature of the beneficial ownership for all the Class A Common Stock is
     investment power.


Item 11. Certain Relationships and Related Transactions

The following sets forth the reportable items regarding indebtedness of
management in excess of $60,000.

                                       Largest               Amount
                                       Amount Of            Outstanding At
Name and Relationship                  Indebtedness         December 31, 2001

Bassett S. Winmill, Chairman *          $290,758             $272,227
Thomas B. Winmill, President *          $207,971             $199,075
Mark C. Winmill, Director *             $219,709             $219,709

*   In connection with the exercise of stock options and related tax expense,
    the Company received notes with interest rates ranging from 2.45% to 2.48%
    per annum payable on December 31, 2004.


                                      -33-
<PAGE>

                                    PART IV

Item 12. Exhibits, Consolidated Financial Statements and Schedules, and Reports
     on Form 8-K

(a)  (1) Financial Statements See Item 7 for a list of the financial statements
     filed as part of this report.

     (2)  Financial Statement Schedules by Regulation S-X are not required under
          the related instructions or are inapplicable, and therefore have been
          omitted.

     (3)  Exhibits
          (2) Not applicable

          (3)  Certificate of Incorporation as amended October 24, 1989 as filed
               as an exhibit to Form 10-K for the year ended December 31, 1992
               and incorporated herein by reference; Certificate of
               Incorporation as amended April 1, 1999 as filed as an exhibit to
               Form 10-K/A for the year ended December 31, 1998 and incorporated
               herein by reference; By-Laws amended as of October 1, 1993 as
               filed as an exhibit to Form 10-K for the year ended December 31,
               1993 and incorporated herein by reference, and By-Laws amended as
               of April 1, 1999 as filed as an exhibit to Form 10-K/A for the
               year ended December 31, 1998 and incorporated herein by
               reference.

          (4)  Instruments defining the rights of security holders, including
               indentures (see Article Four of Certificate of Incorporation).

          (9)  Not applicable.

          (10) Material Contracts (a) Investment Management Agreements,
               Distribution Agreements and Plans of Distribution ("12b-1 Plans")
               between subsidiaries of the Company and the Funds and
               Non-Exclusive License Agreements between the Company and the
               Funds:
<TABLE>
<CAPTION>

                                                                                           Non-Exclusive
                                             Management      Distribution       12b-1            License
        Fund                                  Agreement          Agreement       Plan           Agreement
<S>     <C>                                          <C>         <C>             <C>                 <C>
(i)     Dollar Reserves, Inc.                        (1)         (1)             (1)                 (3)
(ii)    Global Income Fund, Inc.                     (4)          -               -                   -
(iii)   Midas Special Equities Fund, Inc.            (1)         (1)             (1)                 (3)
(iv)    Tuxis Corporation                            (4)          -               -                  (3)
(v)     Bexil Corporation                            (4)          -               -                  (3)
(vi)    Midas Fund, Inc.                             (2)         (2)             (2)                 (3)
</TABLE>

               (1)  Filed as exhibits to Form 10-K for the year ended December
                    31, 1993 and incorporated herein by reference.

               (2)  Filed as exhibits to Form 10-K for the year ended December
                    31, 1995 and incorporated herein by reference.

                                      -34-
<PAGE>






               (3)  Filed as exhibits to Form 10-K for the year ended December
                    31, 1997 and incorporated herein by reference.

               (4)  Filed as exhibits to Form 10-K for the year ended December
                    31, 1999 and incorporated herein by reference.

          (b)  Winmill & Co. Incorporated 1995 Long-Term Incentive Plan, as
               adopted December 6, 1995 and amended February 6, 1996, filed as
               exhibit to Form 10-K for the year ended December 31, 1995 and
               incorporated herein by reference.

          (c)  Section 422A Incentive Stock Option Plan, as adopted December 5,
               1990, filed as exhibit to Form 10-K for the year ended December
               31, 1990 and incorporated herein by reference.

          (d)  Investment Management Transfer Agreements between the investment
               management subsidiaries of the Company and filed as exhibit to
               Form 10-K for the year ended December 31, 1992 and incorporated
               herein by reference.

          (e)  Winmill & Co. Incorporated Investment Plan, filed as an exhibit
               to Form 10-K for the year ended December 31, 1993 and
               incorporated herein by reference.

          (f)  Death Benefit Agreement dated July 22, 1994 and filed as exhibit
               to Form 10-K for the year ended December 31, 1994 and
               incorporated herein by reference.

          (g)  Winmill & Co. Incorporated Incentive Stock Option Agreement for
               Employees - Bassett S. Winmill filed as an exhibit to Form 10-K
               for the year ended December 31, 1995 and incorporated herein by
               reference.

          (h)  Winmill & Co. Incorporated Incentive Stock Option Agreement for
               Employees - Robert D. Anderson filed as an exhibit to Form 10-K
               for the year ended December 31, 1995 and incorporated herein by
               reference.

          (i)  Winmill & Co. Incorporated Incentive Stock Option Agreement for
               Employees - Mark C. Winmill filed as an exhibit to Form 10-K for
               the year ended December 31, 1995 and incorporated herein by
               reference.

          (j)  Winmill & Co. Incorporated Incentive Stock Option Agreement for
               Employees - Thomas B. Winmill filed as an exhibit to Form 10-K
               for the year ended December 31, 1995 and incorporated herein by
               reference.

          (k)  Winmill & Co. Incorporated Stock Option Agreement - Edward G.
               Webb, Jr. filed as an exhibit to Form 10-K for the year ended
               December 31, 1995 and incorporated herein by reference.


                                      -35-
<PAGE>



          (l)  Winmill & Co. Incorporated Stock Option Agreement - Charles A.
               Carroll filed as an exhibit to Form 10-K for the year ended
               December 31, 1995 and incorporated herein by reference.



          (m)  Winmill & Co. Incorporated 1995 Long-Term Incentive Plan, (as
               Amended and Restated as of October 29, 1997), filed as exhibit to
               Form 10-K for the year ended December 31, 1997 and incorporated
               herein by reference.

          (n)  Option Certificate for Bassett S. Winmill filed as an exhibit to
               Form 10-K for the year ended December 31, 1997 and incorporated
               herein by reference.

          (o)  Option Certificate for Edward G. Webb, Jr. filed as an exhibit to
               Form 10-K for the year ended December 31, 1997 and incorporated
               herein by reference.

          (p)  Option Certificate for Charles A. Carroll filed as an exhibit to
               Form 10-K for the year ended December 31, 1997 and incorporated
               herein by reference.

          (q)  Option Certificate for Thomas B. Winmill filed as an exhibit to
               Form 10-K for the year ended December 31, 1997 and incorporated
               herein by reference.

          (r)  Option Certificate for Robert D. Anderson filed as an exhibit to
               Form 10-K for the year ended December 31, 1997 and incorporated
               herein by reference.

          (s)  Purchase Agreement, dated as of December 17, 1998, by and among
               Winmill & Co. Incorporated (formerly Bull & Bear Group, Inc.),
               Bull & Bear Securities, Inc. and RBC Holdings (USA) Inc., with
               all exhibits thereto filed as an exhibit to Form 8-K on December
               18, 1998 and incorporated herein by reference.

     (11) Statement Regarding Computation of Per Share Earnings

     (12) Not applicable.

     (13) Not applicable.

     (16) Not applicable.

     (18) Not applicable.

     (21) Wholly-Owned Subsidiaries of the Company

     (23) Not applicable.

     (24) Not applicable.

     (27) Not applicable.

     (28) Not applicable.

     (99) Not applicable.

(b)  Reports on Form 8-K. No reports on Form 8-K were filed during the last
     quarter of the period covered by this report.




                                      -36-
<PAGE>

                                   SIGNATURES



Pursuant to the requirements of Section 13 of the Securities Exchange Act of
1934, the Company has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                               WINMILL & CO. INCORPORATED



April 1, 2002               By:/s/ William G. Vohrer
                               ----------------------------------
                               William G. Vohrer
                               Chief Financial Officer, Treasurer,
                               Chief Accounting Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following persons on behalf of the Company and in the
capacities and on the dates indicated.



April 1, 2002               By:/s/ Bassett S. Winmill
                               -------------------------------
                               Bassett S. Winmill,
                               Chairman of the Board, Director



April 1, 2002               By:/s/ Robert D. Anderson
                               -------------------------------
                               Robert D. Anderson,
                               Vice Chairman, Director



April 1, 2002               By:/s/ Thomas B. Winmill, Esq.
                               -------------------------------
                               Thomas B. Winmill, Esq., President
                               Chief Executive Office, General Counsel, Director



April 1, 2002               By:/s/ Edward G. Webb, Jr.
                               -------------------------------
                               Edward G. Webb, Jr.
                               Director



April 1, 2002               By:/s/ Charles A. Carroll
                               -------------------------------
                               Charles A. Carroll,
                               Director



April 1, 2002               By:/s/ Mark C. Winmill
                               -------------------------------
                               Mark C. Winmill,
                               Director


                                      -37-
<PAGE>

                                INDEX TO EXHIBITS



(3) Exhibits

         (11)    Statement Regarding Computation of Per Share Earnings

         (21)    Wholly-Owned Subsidiaries of the Company







                                      -38-
<PAGE>



       Exhibit 11 - Statement Regarding Computation of Per Share Earnings


<TABLE>
<CAPTION>

                                                          2001                               2000
                                                --------------------------        ----------------------------
                                                 Basic            Diluted             Basic         Diluted
<S>                                                <C>             <C>                 <C>            <C>
Weighted average common shares outstanding      1,653,343       1,653,343          1,655,017      1,655,017

Weighted average common shares issuable
upon exercise of stock options under the
treasury stock method                                 -               -                  -            4,822

Weighted average common shares issuable
upon exercise of warrants under the
treasury stock method                                 -               -                  -              -

Weighted average common shares and
common share equivalents utilized for
earnings per share computation                  1,653,343       1,653,343          1,655,017      1,659,839

</TABLE>





                                      -39-
<PAGE>



              Exhibit 21 - Wholly-Owned Subsidiaries of the Company



CEF Advisers, Inc.,
    a Delaware corporation


Investor Service Center, Inc.,
    a Delaware corporation


Midas Management Corporation,
    a Delaware corporation


Performance Properties, Inc.,
    a Delaware corporation




                                      -40-
<PAGE>